Shreedhar Spinners Ltd Directors Report

To

The Members of

SHREEDHAR SPINNERS PRIVATE LIMITED

Your Directors have pleasure in presenting the 3 rd Annual Report of your Company together with the Audited Statement of Accounts and the Auditor s Report of your Company for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Company s performance during the year ended 31 st March, 2023 is summarized below:

Standalone Financial Statements

Particulars	Current Year (Amount in INR Lakh)	Previous Year (Amount in INR Lakh)
Total Income	2,027.68	-
Total Expenses	2,185.47	95.32
Preoperative Expenses	-	(95.32)
Profit / (Loss) Before Tax	(157.80)	-
Tax	-	-
Current Tax	-	-
Deferred Tax & Excess/ Short Provisions	-	-
Profit /(Loss) after Tax	(157.80)	-
Earnings per share (Rs.): Basic	(1.05)	-
Diluted	(1.05)	-

2. STATE OF COMPANY S AFFAIRS

During the year, the Company earned total income of Rs. 2027.68 Lakh (PY Nil). During the year the Company incurred a loss of Rs. 157.80/- Lakh (PY Nil). The Capital Work in Progress of the Company as at 31 st March, 2023 is NIL (PY INR 2,120.25 Lakh).

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

The Company has not transferred any amount to the reserves during the year. The balance of Profit & Loss account as at 31 st March, 2023 stands at Rs. (157.80) Lakh.

4. SHARE CAPITAL

The Company has following capital structure as on March 31, 2023:

Type of share capital	No. of Shares	Share Capital (in INR)
Authorised Share Capital	1,50,00,000	15,00,00,000
Issued, Subscribed and Paid-Up Share Capital	1,50,00,000	15,00,00,000

During the year under review, the Company has not issue and allotted fresh shares.

5. DIVIDEND

Your Directors do not recommend any dividend for the Financial Year 2022-23.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year to which this financial statement relates and the date of this report.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, our Company does not have any subsidiary/ joint venture. However the Company is a Subsidiary Company of Shreedhar Cotsyn Private Limited.

8. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements for the year under review.

9. ISSUE OF DEBENTURES/BORROWINGS

The details of borrowings of the Company are disclosed in the Annual Audited Financial Statements of the Company for the financial year ended on 31 st March, 2023.

10. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year under review.

11. ANNUAL RETURN

As the Company doesn t have its own website, the requirement to upload Annual Return of the Company on its website as on 31 st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, is not applicable to the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Rajendra Prasad Satyanarayan Agarwal (DIN: 00148620), Director of the Company ceased to be a Director of the Company w.e.f. 02 nd April, 2022 pursuant to his untimely and sad demise. He was designated as Director on the Board of the Company since 19 th December, 2020.

The Board of Directors places on record its appreciation for the valuable services-rendered by Mr. Rajendra Prasad Satyanarayan Agarwal during his tenure as a Director of the Company.

The Company had two Directors as on 31 st March, 2023 as follows:

1. Mr. Dharmendra Mohandas Goyal

2. Mr. Vishal Rajendra Prasad Agarwal

During the year, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the rules framed thereunder, the Company appointed Mrs. Shradha Agarwal as Whole Time Company Secretary w.e.f. 15th April, 2022.

The Board of the Company is duly constituted.

The Company being a Private Limited Company, the provisions of Section 203 of the Companies Act, 2013 in relation to appointment of Key Managerial Personnel are not applicable except appointment of Company Secretary.

13 DECLARATIONS/ DISCLOSURES OF INTEREST BY DIRECTORS

The Company has received declarations from all the Directors pursuant to the provisions of Section 164(2) of the Companies Act, 2013 and disclosure of interest pursuant to the provisions of Section 184(1) of the Companies Act, 2013 confirming their interest in the other entities.

14. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met Six times during the year. The following Meetings of the Board of Directors were held during the Financial Year 2022-23:

SN	Date of Meeting	No. of Directors eligible to attend the meeting	No. of Directors Present
1	15-04-2022	2	2
2	29-06-2022	2	2
3	12-07-2022	2	2
4	10-10-2022	2	2
5	09-01-2023	2	2
6	10-03-2023	2	2

15. PRESENCE/ATTENDANCE OF DIRECTORS IN THE MEETINGS

Details of attendance of Directors of Board Meeting during the year under review is as follows:

SN	Name of Director	Board Meetinc			Committee Meeting			AGM Attendance
		No. of Meeting held	No. of Meeting Attended	%
1	Mr. Dharmendra Mohandas Goyal	6	6	100	\u201c		\u201d	Yes
2	Mr. Vishal Rajendra Prasad Agarwal	6	6	100	\u201d	\u201c	~	Yes

16. GENERAL MEETING

The general meetings of the shareholders of the Company were held on the following dates, during the year:

Sr. No.	Type of Meetings	Date of Meeting
1.	Annual General Meeting	30/09/2022

20. DETAILS OF FRAUD REPORTED BY AUDITORS

As per Auditors Report, no fraud under section 143(12) of Companies Act, 2013 read with Rule13 (1) of the Companies (Audit and Auditors) Rule, 2014 is reported by the Statutory Auditors of the Company.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Secretarial Audit is not applicable on the Company as it is not covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

22. COST AUDIT AND COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit and maintenance of cost records are not applicable on the Company.

23. STATEMENT PURSUANT TO COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

24. CORPORATE SOCIAL RESPONSIBILITY fCSRI

The Company does not meet the criteria specified under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitution of Corporate Social Responsibility Committee as well as no disclosure is required to be made under Section 134(o) of the Companies Act, 2013.

25. COMPOSITION OF AUDIT COMMITTEE

The provision of Section 177 relating to Audit Committee is not applicable to the Company.

26 VIGIL MECHANISM/ WHISTLE BLOWER POLICY

During the year under review, the provisions of Section 177(9) of the Act with respect to vigil mechanism becomes applicable to the Company. Accordingly the Company has framed a vigil mechanism and adopted a Whistle Blower Policy which is duly approved by the Board of Directors of the Company. Mr. Dharmendra Goyal, Director is appointed to play the central role to overview the process and effective implementation of Vigil Mechanism in the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of any nature whatsoever, or fear of any unfair treatment. The vigil mechanism provides a channel to employees and Directors to report to the management, concerns about the unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company.

27. COMPANY S POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

28. DEPOSITS

The Company has not accepted or renewed any amount falling within the preview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

29. LOANS. GUARANTEES AND INVESTMENTS

Full particulars of Loans & Advances, Guarantees, Investments, and Securities provided during the financial Year under review along with the purpose for which such loans, guarantees and securities are proposed to be utilized by the recipients thereof, has been furnished in the Financial Statements as on 31 st March, 2023.

30. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions and conflicting with the interest of the Company.

Attention of the members is drawn to the disclosure of the transactions with related parties set out in Notes of the Annual Audited Financial Statements, forming part of the Annual Report. The form AOC- 2 delineating transactions with related party is enclosed as Annexure - A to this report.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of energy-

Sr. No.	PARTICULARS	REMARKS
1	The steps taken or impact on conservation of energy	The Company is taking adequate steps to conserve the energy at all the levels and also implementing various measures for reduction in consumption of energy.
2	The steps taken by the company for utilizing alternate sources of energy	The Company continues to explore measures which will help in conservation and saving of energy including monitoring of consumption.

b. Technology Absorption:

Sr. No.	PARTICULARS	REMARKS
i)	Efforts made towards technology absorption	NA
ii)	Benefits derived like product improvement, cost reduction, product development or import substitution	NA
iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): a. Details of technology imported: b. Year of Import: c. Whether the technology been fully absorbed: d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	During the year under review, the Company has not imported any technology.
iv)	Expenditure incurred on Research and Development.	During the year under review, the Company has not spent towards research and development.

c. Foreign Exchange Earnings and Outgo:

i. The Foreign Exchange earned in terms of actual inflows during the year: Nil

ii. The Foreign Exchange outgo during the year in terms of actual outflows: INR

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company s business. Risk management is a structured approach to manage uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The risk management process in our multi-site business, multi-site operations, over the period of time will become embedded into the Company s business systems and processes, such that our responses to risks remain current and dynamic.

The Company has devised a proper risk management system commensurate with the size of its operations and complexities involved in the business.

33. INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

34. BOARD EVALUATION

The provision of section 134(3)(p) relating to board evaluation is not applicable on the company, hence no disclosure in this regard is made in this report.

35. SEXUAL HARASSMENT POLICY AND COMMITTEE

The Company has a policy on prevention, prohibition and redressal of sexual harassment at workplace and has also established an Internal Complaints Committee, as stipulated by The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules thereunder to deal with the complaints relating to sexual harassment of women employees of your company.

During the year under review, no complaint were received by the Internal Complaint Committee of the Company constituted under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 ( Act ).

36. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as per the provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report as per the provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its holding or subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future.

e) Your Company did not have any funds specified under Section 125 of Act lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

37. APPLICATION OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016

The Company has no applications or proceedings pending under the Insolvency and Bankruptcy Code, 2016

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not made any settlement with any Bank or Financial Institution during the year.

39. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

Date: 09 th August, 2023 Place: Mumbai